In August 2017, Silver Run II announced that it had entered into an agreement, subject to shareholder approval, to merge with two privately held companies, Alta Mesa Holdings, LP (“Alta Mesa”) and Kingfisher Midstream LLC (“Kingfisher”), in a deal initially valued at $3.8 billion (the “Acquisition”).

In early 2018, Silver Run II issued a Definitive Merger Proxy Statement on Schedule M14A (the “Proxy”), which recommended that Silver Run II’s shareholders vote in favor of the Acquisition. Silver Run II shareholders voted in favor of the Acquisition on February 6, 2018.

On March 29, 2018, less than two months after the closing of the Acquisition, Silver Run II issued a release announcing that the EBITDA and production estimates provided in the Proxy were materially overstated. Hal Chappelle (“Chappelle”), the new Chief Executive Officer (“CEO”) of the combined business (and former CEO of Alta Mesa), stated during a conference call to discuss Silver Run II’s results that multiple “large third-party producers” had delayed drilling on acreage served by Kingfisher, which pushed the Company’s timeline for growing its pipeline business back by six months and a possible public offering of the asset “perhaps” into 2019. Even though the setbacks had not been disclosed in the Proxy, Chappelle admitted that these “setbacks” began in “late 2017.”

Then, on November 13, 2018, Silver Run II issued a release providing its third quarter 2018 financial results. The release also announced the retirement of Michael A. McCabe, the Company’s Chief Financial Officer. Approximately one month later, in December 2018, Silver Run II also announced the sudden resignation of its CEO, Chappelle, and Michael E. Ellis (“Ellis”), Vice President and Chief Operating Officer-Upstream. The value of Silver Run II’s Class A common stock declined substantially in value following the approval of the Acquisition, causing economic loss and damages as the truth about Alta Mesa and Kingfisher’s business and operations were revealed over time.

By December 2018, the price of Silver Run II Class A common stock was trading below $1 per share, a 90% decline from the price shareholders would have received had they redeemed their shares instead of approving the Acquisition.

The Pomerantz Firm, with offices in New York, Chicago, Florida, and Los Angeles, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions. Today, more than 80 years later, the Pomerantz Firm continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomerantzlaw.com.